UY-heir investments in Open Systems through the use of electronic mail and
messaging technologies and other enterprise-wide application software
solutions.  Products operate in Open Systems environments, and fully
conform to standards.

PRODUCTS

ENTERPRISE MAIL, the company's initial product series, is the first
genuinely open and complete electronic mail product available to the
computer marketplace as a corporate wide solution - delivering the full
potential of electronic mail for the entire enterprise. Based upon a fully
native implementation of the 1984 and 1988 X.400 and X.500 international
messaging standards, ENTERPRISE MAIL does not suffer  the limitations and
incompatibilities encountered with proprietary and gateway mail programs. 
The user is not forced to live with different messaging environments
depending on the hardware and software that is available.  Users now have
a single standard to work with. The ENTERPRISE MAIL solution allows users
to continue supporting their existing installed PC LAN mail and mainframe
mail products, while migrating to a fully distributed Open Systems mail
and messaging solution.

ENTERPRISE MAIL ADD-ON PRODUCTS, introduced in early 1993, extend and
enhance the basic capabilities of the ENTERPRISE MAIL X.400 series. 
Add-on enterprise-wide product offerings include an E-mail-enabled
workgroup calendar/ scheduling program for WANs and LANs; a full-featured,
bulletin board system; a security and encryption package; and document
conversion and document viewer packages for different formats. 

BENEFITS OF X.400

With full X.400 on the desktop and a mixture of computer systems from
different suppliers, ENTERPRISE MAIL enables users to establish a mixed
environment.  This is not possible with proprietary mail products.  A full
native implementation of X.400 gives companies an "open" standard on which
to build Mail-Enabled Applications such as EDI and Work Flow Operations. 
In addition, ENTERPRISE MAIL can be integrated with existing E-mail
packages such as PROFS, cc:Mail or Microsoft Mail, through the use of
widely available gateways - thereby protecting past investments when
migrating to an open solution.  Additional benefits include much higher
reliability, lower costs, and distributed and central administration.

INTEROPERABILITY

The ENTERPRISE MAIL User Agent and User Interface work with popular
industry-standard Message Transfer Agents (MTAs) such as the Retix
OpenServer 400 and the ISODE MTA, and with Enterprise Solutions' ES/MTA, a
native 1988 X.400-based MTA for mixed environments.  The User Agent also
works with MTAs provided by many hardware manufacturers including NCR,
Digital Equipment Corporation, and Data General.  ENTERPRISE MAIL works
with major remote file access systems such as SUN NFS, Novell NetWare, and
Microsoft LAN Manager, and can operate in a client-server environment
interconnected by LANs, Ethernet or Token Ring, including both
ISO-standard and TCP/IP-based systems.

AVAILABILITY AND PRICING

ENTERPRISE MAIL has been shipping in the United States and United Kingdom
for over two years, with first installations at major government agencies
and at selected corporate sites.  Pricing is based upon the number of
nodes installed, starting at a single unit quantity price of US$250 for
the User Agent, regardless of client platform (DOS, Windows, UNIX Motif,
Macintosh) and reaching less than US$60 per user above 1000 users. 
Pricing for the Directory Services Agent, which began shipping in early
1993,  is based upon the number of servers installed, starting at a single
unit quantity price of US$895 and reaching less than US$600 per server
above 100 servers.  Pricing for the ES/MTA starts at a single unit
quantity international list price of US$1295.  Pricing for mail-enabled
add-on products varies, depending on the product.

SERVICES

In addition to products, ESL provides a full range of services including
consulting, systems integration, training, and both customer and technical
support services.

CUSTOMERS

One of the first customers of the Company in the U.S. was Wal-Mart Stores,
where ESL is establishing an entire messaging capability for the Home
Office as well as for the movement of all information to and from more
than 2,300 stores, all its primary vendors and Wal-Mart's international
operations.  ESL has products installed at NASA, National Security Agency,
U.S. Department of Defense (Army, Navy, Air Force bases), International
Monetary Fund, Inter-American Development Bank, DHL, EDS, Canadian
Department of National Defense, and others.  A worldwide software
licensing agreement with NCR Corporation was announced in June of 1993. 
In Europe, the product has also been chosen by the Ministries of
Agriculture, Fish and Forestry; Health; and Inland Revenue in the UK.

ENTERPRISE MAIL is currently undergoing pilot installations at a number of
sites, including McDonalds, Boeing, Kmart, Toys "R" Us, UPS, United
Nations, CALDOR, and Service Employees International Union.

COMPETITORS

The Company sells against competitors who are better known in the
marketplace, and in some cases significantly larger, representing both
proprietary LAN-based products and X.400 solutions.  The primary LAN-based
mail suppliers are Microsoft Mail, cc:Mail from Lotus, and WordPerfect
Office, who are proprietary and must use X.400 gateways to
intercommunicate between themselves and outside mail services. The only
X.400 alternative mail products, although not competitive, are HP Open
Mail and a few isolated technology offerings.  ESL has a significant
product advantage over these competitors and has been able to successfully
sell against each product.

ESL BACKGROUND

Founded in June 1991, Enterprise Solutions Limited has had its ENTERPRISE
MAIL software operating in major sites in the UK for three years in
collaboration with the product developer Boldon James Limited.  The
Company has brought together a team with extensive experience in open
computing solutions.  ESL's president, Karl Klessig, is also Executive
Director of the X/Open ISV Council, and, as founder of Quadratron Systems
Incorporated, installed office automation software for over one million
users in 41 countries. The other key founding member is Senior Vice
President Richard Shirley, who was also a founder of Comterm and a
principal in Quadratron.

Other members of the team have been providing software products and
services in both North America and Europe for over ten years.  Based upon
the OSI product development efforts of Boldon James Limited, Enterprise
Solutions Limited established its North American headquarters in
California and a Canadian office in Montreal. An office in North Sydney,
Australia serves Asia and the Pacific Rim.  Additional sales offices are
being opened throughout the U.S. to develop and support the wide interest
which the products are receiving in the North American market.

BOLDON JAMES BACKGROUND

Boldon James Limited, with headquarters in the UK, has been providing Open
System Interconnect (OSI) solutions for over eight years.  It was founded
as a software consultancy in the areas of ICL connectivity and OSI
standards. From this consultancy effort, products emerged which have
provided an increasing revenue stream the past four years.  OEM and
partnering arrangements have been established with ICL, Bull, Siemens
Nixdorf, IBM, Data General and Olivetti.  Boldon James maintains a
documented development methodology and a quality procedure manual.  They
have a Development Centre in Congleton and a Management Centre in Alsager,
both near Manchester, England.

MERGER, OCTOBER 1993

In October of 1993, a merger between Enterprise Solutions Limited and
Boldon James Limited was finalized.  Karl Klessig assumed the position of
Chairman of the newly-formed parent company, while continuing as President
and CEO of the Enterprise Solutions division.  Pete Boldon continues as
Managing Director of the Boldon James division, while Roger James,
co-founder of Boldon James, continues as Technical Director.

ENTERPRISE SOLUTIONS LIMITED is located at 32603 Bowman Knoll Drive,
Westlake Village, California 91361.  Telephone 818.597.8943 or Fax
818.597.9621.

ENTERPRISE SOLUTIONS LIMITED/EUROPE is headquartered in the UK at Brundrett
House, Sandbach Road South, Alsager, Stoke-on-Trent, Staffordshire ST7
2LT, UK.  Telephone +44 (0)270 883880 or Fax +44 (0)270 883631.

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